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Statutes


“Association of the Alumni of the von Karman Institute”

International Non-Profit Association

at 1640 Rhode-St-Genèse, Chaussée de Waterloo 72

Legal District of Brussels.

  1. Title I.  Denomination, seat, aims and activities
  2. Titel II. Members
  3. Title III. Organization
  4. Title IV. Membership fee and donation
  5. Title V. Amendment of statutes, dissolution, liquidation
  6. Title VI, VII, VIII - Representation, finances, final disposition


CONSTITUTION – STATUTES – NOMINATIONS

Year two-thousand eight

On February12

At Rhode-St-Genèse, avenue de la Forêt de Soignes 252.

Before me, Maître Jean-Paul/Philippe VERNIMMEN, associated notary at Rhode-St-Genèse.

   

HAVE APPEARED :

  1. 1- Monsieur SIEVERDING Klaus Heinrich, domicilié à Woluwe-Saint-Pierre (Belgique).

    2- Monsieur BREUGELMANS Frans Aloïs Emmanuel, domicilié à Diest (Belgique).

    3- Monsieur LEONARD Olivier Alfred Louis Joseph Ghislain, domicilié à Seilles (Belgique).

    4- Monsieur SCHRAM Christophe Frédéric, domicilié à Perwez (Belgique).

    5- Monsieur CARSCALLEN William Edward, domicilié à Ottawa (Ontario - Canada).

    6- Monsieur HALAMA Jan, domicilié à Prague (République Tchèque).

    7- BOIS Gérard Marc Léopold, domicilié à Lille (France).

    8- Monsieur VANDROMME Dany Daniel René Cornil, domicilié à Jumièges (France).

    9- Monsieur PRETREL Hugues François Léon, domicilié à Aix-en-Provence (France).

    10- Monsieur COTON Thomas Pol Marie, domicilié à Brie Comte Robert (France).

    11- Monsieur GRIEPENTROG Hartmut Friedrich Ludwig, domicilié à Mülheim an der Ruhr (Allemagne).

    12- Monsieur BIELER Heribert Rudolf, domicilié à Bremen (Allemagne).

    13- Monsieur STEPHAN Volker, domicilié à Blankenfelde (Allemagne).

    14- Monsieur SYMEONIDIS Georgios, domicilié à Voula (Grèce).

    15- Monsieur STUBOS Athanasios, domicilié à Neo Psychiko (Grèce).

    16- Monsieur SUDA Jeno Miklós, domicilié à Budapest (Hongrie).

    17- Monsieur MARTELLI Francesco, domicilié à FIRENZE (Italie).

    18- Monsieur MANNA Marcello, domicilié à Meta (Italie).

    19- Monsieur VIGEVANO Luigi, domicilié à Milan (Italie).

    20- Monsieur YTREHUS Tor, domicilié à Trondheim (Norvège).

    21- Monsieur STEINSKOG Tom Karsten, domicilié à Bryne (Norvège).

    22- Monsieur BORSBOOM Martinus Johannes Antonius, domicilié à Ek Zwartsluis (Pays-Bas).

    23- Monsieur BOERRIGTER Herman Lambert, Den Haag, Pays-Bas.

    24- Monsieur BORREGO Carlos Alberto Diogo Soares, domicilié à Aveiro (Portugal).

    25- Monsieur LÓPEZ PEÑA Fernando, domicilié à La Coruna (Espagne).

    26- Monsieur SEN Habil Mete, domicilié à Goztepe (Istanbul- Turquie).

    27- Monsieur ÇAKAN Murat, domicilié à Bakirköy (Istanbul- Turquie).

    28- Monsieur GREENBLATT Marshal, domicilié à Potomac, Maryland (Etats-Unis).

    29- Monsieur WENDT John F., domicilié à Eagle River, Wisconsin (Etats-Unis).

    30- Monsieur HOLBROOK Gregory Jon, domicilié à Scottsdale, Arizona (Etats-Unis).

    31- Monsieur MISEGADES Kent Paul, domicilié à Cary, North Carolina (Etats-Unis).


Title I - Constitution

Title 1.  Denomination, seat, aims and activities


Article 1.  Denomination

An international non-profit association (AISBL) is founded, named “Association of the Alumni of the von Karman Institute”.

All acts, invoices, announcements, publications and other documents issued by the international non-profit association to which legal personality  is granted, have to mention its denomination preceded or followed immediately by the words “international non-profit organisation” or the abbreviation “AISBL”, as well as the address of its legal seat.

This association is ruled by the clauses of Title III of the Belgian Law of the 27 June 1921 on non-profit associations, international non-profit associations and foundations, modified by the law of 2 May 2002 on non-profit associations, international non-profit associations and foundations.


Article 2.  Legal Seat.


The Association is established at B-1640 Rhode-Saint-Genèse, Chaussée de Waterloo, 72 (Belgium).

The legal seat can be transferred to any other place in Belgium by ordinary decision of the Board of the Association.


Article 3. Aims and Activities


Article 3.1.

The Association pursues the following non-profit objectives of mutual utility (hereafter referred to as the “Aims”):

To promote exchange of information among Alumni and between Alumni and the von Karman Institute, hereafter referred to as “VKI” ; coordinate the organization of events of common interest and perform actions favouring the further innovative development of VKI and enhancing its visibility by strengthening the links between VKI and the Association ; establishing close relations with selected universities, research organizations, research sponsoring industries and governmental agencies.


Article 3.2.

The activities that the Association proposes to achieve its Aims are the following ones:

1. Establishing a secure web-based collaborative infrastructure that is both flexible and accessible to span national and geographical boundaries in a fast, efficient and cost-effective way.

2. Editing a periodical News Letter

  • relating news from VKI, its research and teaching programmes, its facilities and equipment, its faculty and student body
  • contributing in a general way to increase the visibility of VKI
  • promoting the interests of the members of the Association, such as jobs availability, forum for the search of partners for joint projects, publishing of  success stories and innovations by members, offers and requests for redundant research equipment, etc.
  • creating opportunities for networking, assistance in setting up new research projects and any other actions which may be proposed by the Association or VKI.

3. Organising national and international social and/or professional meetings to strengthen the links between the members and enhance the visibility of VKI.

4. Contributing to the maintenance and updating of the Alumni Directory.

5. Aiding the mobility of scientists and research engineers; opportunities will be made available through the web portal and gathered into a database.

6. Assistance and support in finding and providing funds and/or fellowships for VKI researchers and professors visiting selected universities and research organisations and for foreign visiting scientists and professors coming to VKI.

7. Creating and maintaining a network of key partner industries having common technological interests with VKI; Alumni involved in such industries shall promote the activities of VKI; job fairs will be organised between VKI and the network of partner industries, granting early visibility of the freshly graduated Diploma Course students and PhD students.


Article 3.3.                                                                                                                                                  The Association acts in an economically disinterested way and uses its own funds only in agreement with the Aims stated in the statutes. The members do not receive any remuneration from the Association. No person must be favoured by expenses that are outside the aims of the Association or by excessive compensations or reimbursements.


Article 4. Language


English is the working language of the Association for all internal correspondence and administrative documents. French is used for relations with the Belgian Administration. For all significant communications with the Belgian Administration, a copy in English is kept in the records of the Association.

Title II- Members

Article 5.  Quality of Members


The following are eligible for becoming members of the Association:

  • All former VKI students having taken part for a period of at least 9 months in one of the VKI post-graduate teaching programs, i.e. Diploma Course advanced training program in fundamental or applied research, PhD program and post-doctoral program.
  • Former faculty members as well as visiting faculty members having spent at least a period of 9 months at the VKI.
  • The title of Honorary Member may be granted by the Board to persons who have rendered outstanding services to the Association. Honorary Members may take part in the board meetings, however with a consultative vote only.

The terms of eligibility may be redefined by the Board of the Association. Any change requires the approval of 2/3 of voting Board members.


Article 6.  Admission, Resignation and Exclusion


The request for membership must be addressed in writing to the Seat of the Association. The admission becomes effective after approval by the Executive Board.

In case of actions that contravene the Aims or the Statutes of the Association any member of the Association can be excluded by the Board on the prior advice of the Executive Board. The proposal of exclusion of the member is explicitly mentioned on the agenda of the Board. Any member, whose exclusion is being considered, is formally notified two months prior to any action and is given the opportunity to give a written defence. The decision of exclusion is adopted by a two third's majority of the votes cast by the members present or represented at the board meeting.

The members of the Association can resign by written notification to the President of the Association. Any individual ceasing to be a member of the Association will have no claim on reimbursement of its membership fee.


Title III - Organization

Article 7

The Association is composed of two main branches: the European branch and the North American branch. Each branch is composed of Chapters. In Europe the Chapters are identical with the European countries contributing or having contributed in the past to the international budget of VKI. Alumni working in other countries may affiliate to the Chapter of a country of their choice. There are three Chapters in North America: Canada, US west of the Mississippi river, and US east of the Mississippi.

The members of each Chapter elect delegates who are by definition members of the Board of the Association. The establishment of a Chapter requires a minimum number of 10 Alumni. Alumni of countries with an insufficient number of members to form a Chapter may join together to reach this critical number to form a Chapter or may apply for membership to the Chapter of a neighbour country. Chapters with l0 to 50 members may elect 1 delegate to the Board, Chapters with 50 to 100 members 2 delegates, Chapter with 100 to 150 members 3 delegates and Chapters with more than 150 members 4 delegates.  Hence, each Chapter disposes of respectively 1, 2, 3 or 4 votes at the board meetings, independent of the number of their delegates actually present or represented at the board meeting.

The organisation of the election of the Chapter Delegates to the Board of the Association is the responsibility of the various countries.



    I.  BOARD OF THE ASSOCIATION


Article 8

The delegates of all Chapters form the Board of the Association. They elect the President of the Board by simple majority of the votes for a period of 3 years after a call for candidates issued at least 3 month before the election. The candidate is re-eligible for only one second 3-years term.  The Board elects also two Vice Presidents, one is elected by delegates of the European branch and the other is elected by the North American branch. The Board also elects a Secretary and a Treasurer. The duration of the mandates of the Vice-Presidents, the Secretary and the Treasurer will be decided upon at the first board meeting.

The President together with the 2 Vice-Presidents, the Secretary and the Treasurer form the Executive Board of the Association.


The Board is fully competent to carry out the Aims of the Association. The following points are attributed to its competence:


a. Modification of the statutes.

b. Approval of the budget and annual accounts.

c. Voluntary dissolution of the Association.

d. Exclusion of a member in agreement with the Chapter of that member.

e. Other competences like the adoption of internal rules.


Article 9. Executive Committee

The following competences are attributed to the Board :

a. Nomination and revocation of the members of the Executive Board (President, Vice-Presidents, Treasurer and Secretary). As regards the Vice-Presidents they are nominated/revoked by the Chapter delegates of the respective European and American branches of the Association.

b. Approval of management of the Executive Board. 


Article 10  

The Board meets at least once a year. The meeting must be convened and presided over by the President of the Board. It is held preferably at VKI but may be held at any place specified in the notice convening the meeting.

The notice is sent by letter, fax or any other communication means, at least 3 months prior to the meeting, together with the agenda of the meeting and a Proxy-form. The agenda of the meeting is drawn up by the President of the Board. A board meeting can also be convened at the express demand of at least 1/3 of the board members.

Every 5 years the Board will call for a General Assembly of all Alumni to be held at VKI.

Because of the long travel distances the Executive Board is authorized to organize for board members unable to attend the meetings in person, virtual participation via video, webcam etc.  For the long-distance participating board members electronic voting procedures may be adopted. The exact procedures for partially or possibly fully virtual board meetings will be defined and are submitted to all board members for approval. The approval of such procedure requires the agreement of 2/3 of the board members present or represented.


Article 11

A resolution adopted by the Board is valid if and only if at least 51% of the board members are present or represented at the meeting. Any member with voting rights may be represented by another member with voting rights, provided written authorization has been given. A resolution shall be adopted by simple majority of the votes cast by those members with voting rights who are present or represented. In case of equal votes the President’s vote will be preponderant.


Article 12

The President, the Vice-Presidents, the Secretary and the Treasurer treat current affairs. The accountancy of the Association is under the direct responsibility of the Treasurer. In case the Association requests the support of the VKI accounting services it is ensured that the accounts of the Association are entirely separated from those of VKI. Important payments require the double signature of the Treasurer and the Secretary. The Secretary and the Treasurer report to the President who shall keep the Vice-Presidents informed. In case of temporary unavailability of the President, the Board will delegate the tasks of the President to one of the Vice-Presidents or the Secretary.


Article 13

Resolutions of the board meeting are recorded in a register signed by the President and kept at, and only at, the seat of the Association. A copy of the Minutes will be sent to all members of the Association.


Article 14 – Advisory Committee


The Board may set up from amongst its members and under its responsibility one or more Advisory Committees, supporting the activities outlined under Art.3.2 above. The Advisory Committee members are not obligatorily required to be board members. In such case the said committee members will be nominated Board Members for the time of their mission with consultative voting rights only. The Board describes their composition and their mission.


Article 15 - Secretariat

The tasks of the secretariat and the corresponding budget are defined by the Executive Board and approved by the Board. The work to be carried out by the secretariat requires both secretarial (website and database maintenance, promotional activities, etc.) and technical competences (set up of databases of technical content, of conference programs, assistance in research programs, etc.). All secretarial work is carried out under the direct supervision of the Secretary of the Association. The expenses for the secretariat or any other activity serving the Aims of the Association may by no means exceed the budget provided by the membership fees.

Considering that one of the objectives of the Association is to assist and support VKI in its endeavour to maintain and further develop its role of excellence in advanced and innovative research and teaching activities, VKI agrees to support the Association by providing a certain amount of secretarial work, printing and computing services. The Board will sign with VKI an agreement which defines the extent of such free services.

The Executive Board is entitled to subcontract to third parties any secretarial work not covered under the agreement with VKI.


Title IV - Membership fee and donation

Membership Fee and Donation


Article 16.

To cover costs related to the functioning of the Association, the editing of the News Letter, the organization of meetings and events or any other action supporting the Aims of the Association, the members are required to pay an annual membership fee. The membership fee is fixed by the Board, acting on prior advice from the Executive Board. The first membership fee payment is due following the notification of the related decisions taken by the Board to all members.   


Donations are, by default, reserved for the Association aims, as determined by the Board. However, the Board may also decide to attribute these donations partially or fully to particular support actions for the VKI such as the establishment of a fund for fellowships and for a scientist exchange program between VKI and selected universities and research organizations (see Art. 3.2.6). Besides, the sponsors may also decide on the specific use of their donations.


Title V - Amendment of statutes, Dissolution, Liquidation

Article 17. Conditions of amendments of statutes and of dissolution-liquidation

Without prejudice of Articles 50 §3, 51 §2 and 3, 55 and 56 of the law on Non-Profit Associations, International Non-Profit Associations and Foundations, any proposal aiming at an amendment of the statutes or at the dissolution of the Association shall be considered first by the Executive Board which will then communicate its recommendations to the Board.


In the case of the proposal of the dissolution of the Association the Board has to submit the proposal for a vote to all members of the Association. The vote will be done by e-mail.

To deliberate validly on the proposal requires a quorum of 2/3 of the votes of the members of the Association. No decision will be taken if it is not voted by a majority of 4/5 of the voting members.

In case the quorum of 2/3 is not reached, within three months and, at the earliest, in the month following the date fixed for the first vote, the Board will re-submit the proposal to all the members of the Association and deliberate definitely and validly on the proposal, on the basis of 4/5 of the voting members, whatever the number of members taking part in the vote.

The amendments to the statutes become effective only after having accomplished the formalities required by Article 50§3 of the law and after publication in the “Annexes du Moniteur belge” according to Art. 51§3 of the above mentioned law.

Upon proposal of the Executive Board, the Board decides the manner according to which the Association will be dissolved.

The Board decides on the attribution of possibly remaining net assets of the Association after dissolution.

The net assets of the Association left after dissolution will be assigned to a private law corporate body pursuing similar non-profit aims or, in absence, in a disinterested manner.


Title VI, VII, VIII - Representation, finances, final disposition

TITEL VI – Representation


Article 18. Representation of the Association


All acts binding the Association, unless special powers of attorney are granted, shall be signed by the President or the Treasurer who will not be obliged to prove their power of attorney to third parties.

All legal actions, whether the Association acts as plaintiff or as defendant, are proceeded with by the agents of the Board, represented by its President or Secretary or a Board member appointed for that purpose.


TITEL VII - Financial Year and Accounts


Article 19. Budget and Accounts


The financial year begins on January first and ends on December thirty-one.


As required by Article 53 of the law, each year, the annual accounts of the past financial year as well as the budget for the coming financial year are drawn up by the Executive Committee and submitted for approval to the Board .


TITLE VIII.  Final and/or Transitory Dispositions


Article 20

Anything not foreseen by the present constitution and all the promulgations to be made in the "Annexes du Moniteur belge" will be carried out according to the legal provisions of Title III of the Belgian law of 27th of June 1921 on Non-Profit Associations, International Non-Profit Associations and Foundations.


Article 21


The applicants take unanimously the following decisions which will only be implemented as from the date of the registration of the abstract of the constitutive act at the competent “Greffe du Tribunal Civil”, when the Association will acquire the status of corporate body.

  1. First financial year
    The first financial year will start on the day of the deposit and will end on December thirty-one, 2008
  2. First ordinary general assembly
    The first ordinary general assembly will gather in two thousand nine.
  3. Commissioners
    The applicants decide not to appoint a Commissioner.
  4. Powers
    The applicants empower Maître Philippe VERNIMMEN, at Rhode-St-Genèse, to sign the request which will be addressed to the Minister of Justice, in order to be granted legal entity.

EXPENSES

The expenses incumbent on the Association owing to this constitution amount to about one thousand five hundred Euros (1500 €), publication costs included, to be increased by 25 € per proxy.


IDENTITY CERTIFICATE

In accordance with Art.11 of the law of Ventôse, the instrumenting notary certifies the name, first name and domicile of the individual entities on the base of their identity card or their passport.